Exhibit
      10.5

    ________,
      2008

     

    New
      Asia
      Partners China Corporation

    1401-02
      China Insurance Building

    166
      Lu
      Jia Zui Dong Lu

    Pudong,
      Shanghai, 200120, China

    


    Maxim
      Group LLC

    405
      Lexington Avenue

    New
      York,
      New York 10174

    


    
      	
               

            	
              Re:

            	
              Initial
                Public Offering

            


    

     

    Gentlemen:

     

    Edward
      Sappin (“Sappin”), the undersigned director of New Asia Partners China
      Corporation (“Company”), in consideration of Maxim Group LLC (“Maxim”) agreeing
      to underwrite an initial public offering of the securities of the Company
      (“IPO”) and embarking on the IPO process, hereby agrees as follows (certain
      capitalized terms used herein are defined in paragraph 15 hereof):

     

    1.
 
      If the Company solicits approval of its stockholders of a Business Combination,
      Sappin will vote all Insider Shares beneficially owned by him in accordance
      with
      the majority of the votes cast by the holders of the IPO Shares.

     

    2.
 
      In the event that the Company fails to consummate a Business Combination within
      24 months from the effective date (“Effective Date”) of the registration
      statement relating to the IPO and no letter of intent, agreement in principle
      or
      definitive agreement has been executed within such 24 month period, or
      within 30 months from the Effective Date if so extended upon approval by
      the stockholders, Sappin shall take all such action reasonably within its power
      as is necessary to dissolve and liquidate the Company and cause the Trust
      Account to be liquidated to the holders of IPO Shares as soon as reasonably
      practicable. Sappin hereby waives any and all right, title, interest or claim
      of
      any kind in or to any distribution of the Trust Fund and any remaining net
      assets of the Company as a result of such liquidation with respect to the
      Insider Shares beneficially owned by him (“Claim”) and hereby waives any Claim
      Sappin may have in the future as a result of, or arising out of, any contracts
      or agreements with the Company and will not seek recourse against the Trust
      Fund
      for any reason whatsoever. In the event of the liquidation of the Trust Fund,
      New Asia Partners Limited (“Related Party”), of which Sappin is a director,
      hereby agrees to indemnify and hold harmless the Company against any and all
      loss, liability, claims, damage and expense whatsoever (including, but not
      limited to, any and all legal or other expenses reasonably incurred in
      investigating, preparing or defending against any litigation, whether pending
      or
      threatened, or any claim whatsoever) (“Indemnity Claim”) which the Company may
      become subject as a result of any claim by any vendor, service provider or
      financing provider for services rendered or products sold or contracted for,
      or
      by any target business, to the extent any such Indemnity Claim reduces the
      amount in the Trust Fund available for distribution to the Company’s
      stockholders, except (i) as to any claimed amounts owed to a third party who
      executed a legally enforceable waiver, or (ii) as to any claims under the
      Company’s indemnification obligations to the underwriters of the Company’s IPO
      against certain liabilities, including liabilities under the Securities Act
      of
      1933, as amended.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    New
      Asia
      Partners China Corporation

    Maxim
      Group LLC

    ________,
      2008

    Page
      2

     

    3.
 
      In order to minimize potential conflicts of interest which may arise from
      multiple affiliations, Sappin agrees to present to the Company for its
      consideration, prior to presentation to any other person or entity, any suitable
      opportunity to acquire an operating business, until the earlier of the
      consummation by the Company of a Business Combination, the liquidation of the
      Company or until such time as Sappin ceases to be an officer or director of
      the
      Company, subject to any pre-existing fiduciary and contractual obligations
      Sappin might have. Notwithstanding the foregoing, the Related Party agrees,
      until the earlier of the Company’s  execution of a letter of intent or
      definitive agreement relating to a potential Business Combination or
      liquidation, to present to the Company for consideration, prior to undertaking
      on its own behalf or presenting to any other person or entity, any business
      opportunity that has an enterprise value of $24 million or more and has its
      principal operations in the People’s Republic of China (a “Conflicting
      Opportunity”). Sappin agrees that he (or in the case of the Related Party,
      either he or another individual who identified the particular opportunity)
      shall
      present any Conflicting Opportunity to the Company’s board of directors (which
      may be accomplished at a meeting or by written or electronic notification)
      and
      the Company shall have a period of thirty (30) days to determine if it intends
      to proceed with such Conflicting Opportunity before such Conflicting Opportunity
      may be presented to the Related Party.

     

    4.
      Sappin
      acknowledges and agrees that (i) the Company will not consummate any Business
      Combination with an entity which is affiliated with any of the Insiders or
      their
      affiliates, including an entity that is either a portfolio company of, or has
      otherwise received a material financial investment from, an investment banking
      firm (or an affiliate thereof) that is affiliated with any of the Insiders
      or
      their affiliates, and (ii) the Company will not enter into any Business
      Combination where the Company acquires less than 100% of a target business
      and
      any of the Insiders or their affiliates acquire the remaining portion of such
      target business, in either such case, unless the Company obtains an opinion
      from
      an independent investment banking firm that such Business Combination is fair
      to
      the Company’s unaffiliated stockholders from a financial point of view.
 

     

    5.
 
      Neither Sappin, any member of the family of Sappin, nor any affiliate
      (“Affiliate”) of Sappin will be entitled to receive and will not accept any
      compensation for services rendered to the Company prior to or in connection
      with
      the consummation of the Business Combination; provided that commencing on the
      Effective Date, the Related Party shall be allowed to charge the Company $7,500
      per month, to compensate it for certain general and administrative services
      including office space, utilities and secretarial support, as may be required
      by
      the Company from time to time. The Related Party and Sappin shall also be
      entitled to reimbursement from the Company for their out-of-pocket expenses
      incurred in connection with seeking and consummating a Business
      Combination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    New
      Asia
      Partners China Corporation

    Maxim
      Group LLC

    ________,
      2008

    Page
      3

     

    6.
 
      Neither Sappin, any member of the family of Sappin, nor any Affiliate of Sappin
      will be entitled to receive or accept a finder’s fee or any other compensation
      in the event Sappin, any member of the family of Sappin or any Affiliate of
      Sappin originates a Business Combination.

     

    7.
 
      Sappin will escrow all of the Insider Shares beneficially owned by him acquired
      prior to the IPO until one year after the consummation by the Company of a
      Business Combination subject to the terms of a Stock Escrow Agreement which
      the
      Company will enter into with Sappin and an escrow agent acceptable to the
      Company.

     

    8.
 
      Sappin agrees to be a member of the Board of Directors of the Company until
      the
      earlier of the consummation by the Company of a Business Combination or the
      liquidation of the Company. Sappin’s biographical information furnished to the
      Company and Maximand attached hereto as Exhibit A is true and accurate in all
      respects, does not omit any material information with respect to Sappin’s
      background and contains all of the information required to be disclosed pursuant
      to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933.
      Sappin’s Questionnaire furnished to the Company and Maxim and annexed as Exhibit
      B hereto is true and accurate in all respects. Sappin represents and warrants
      that:

     

    (a)
        he is not subject to, or a respondent in, any legal action for, any
      injunction, cease-and-desist order or order or stipulation to desist or refrain
      from any act or practice relating to the offering of securities in any
      jurisdiction;

     

    (b)
        he has never been convicted of or pleaded guilty to any crime (i)
      involving any fraud or (ii) relating to any financial transaction or handling
      of
      funds of another person, or (iii) pertaining to any dealings in any securities
      and he is not currently a defendant in any such criminal proceeding;
      and

     

    (c)
        he has never been suspended or expelled from membership in any securities
      or commodities exchange or association or had a securities or commodities
      license or registration denied, suspended or revoked.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    New
      Asia
      Partners China Corporation

    Maxim
      Group LLC

    ________,
      2008

    Page
      4

     

    9.
 
      Sappin has full right and power, without violating any agreement by which he
      is
      bound, to enter into this letter agreement and to serve as a member of the
      Board
      of Directors of the Company.

     

    10.
        Sappin hereby waives his right to exercise conversion rights with respect
      to any shares of the Company’s common stock owned or to be owned by Sappin,
      directly or indirectly, and agrees that he will not seek conversion with respect
      to such shares in connection with any vote to approve a Business
      Combination.

     

    11.
        Sappin hereby agrees to not propose, or vote in favor of, an amendment to
      the Company’s Amended and Restated Certificate of Incorporation to extend the
      period of time in which the Company must consummate a Business Combination
      prior
      to its liquidation. This paragraph may not be modified or amended under any
      circumstances.

     

    12.
        In the event that the Company liquidates before the completion of a
      Business Combination and distributes the proceeds held in the Trust Fund to
      its
      public stockholders, the Related Party, of which Sappin is a director, agrees
      that it will be liable to the Company if and to the extent claims by third
      parties reduce the amounts in the Trust Fund available for payment to the
      Company’s stockholders in the event of a liquidation and the claims are made by
      a vendor for services rendered, or products sold, to the Company or by a
      prospective business target; provided, however, there will be no liability
      (i)
      as to any claimed amounts owed to a third party who executed a legally
      enforceable waiver, or (ii) as to any claims under the Company’s indemnity of
      the underwriters of the offering against certain liabilities, including
      liabilities under the Securities Act of 1933, as amended.

     

    13.
        Sappin authorizes any employer, financial institution, or consumer credit
      reporting agency to release to Maxim and its legal representatives or agents
      (including any investigative search firm retained by Maxim) any information
      they
      may have about Sappin’s background and finances (“Information”). Neither Maxim
      nor its agents shall be violating Sappin’s right of privacy in any manner in
      requesting and obtaining the Information and Sappin hereby releases them from
      liability for any damage whatsoever in that connection.

     

    14.
        This letter agreement shall be governed by and construed and enforced in
      accordance with the laws of the State of New York, without giving effect to
      conflicts of law principles that would result in the application of the
      substantive laws of another jurisdiction. Sappin hereby (i) agrees that any
      action, proceeding or claim against him arising out of or relating in any way
      to
      this letter agreement (a “Proceeding”) shall be brought and enforced in the
      courts of the State of New York of the United States of America for the Southern
      District of New York and irrevocably submits to such jurisdiction, which
      jurisdiction shall be exclusive, (ii) waives any objection to such exclusive
      jurisdiction and that such courts represent an inconvenient forum, and (iii)
      irrevocably agrees to appoint Blank Rome LLP, Company counsel, as agent for
      the
      service of process in the State of New York to receive, for Sappin and on his
      behalf, service of process in any Proceeding. If for any reason such agent
      is
      unable to act as such, Sappin will promptly notify the Company and Maxim and
      appoint a substitute agent acceptable to each of the Company and Maxim within
      30
      days and nothing in this letter will affect the right of any party to serve
      process in any other manner permitted by law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    New
      Asia
      Partners China Corporation

    Maxim
      Group LLC

    ________,
      2008

    Page
      5

     

    15.
        As used herein, (i) a “Business Combination” shall mean an acquisition by
      merger, capital stock exchange, asset or stock acquisition, plan of arrangement,
      recapitalization, reorganization or otherwise, of an operating business; (ii)
      “Insiders” shall mean all officers, directors and stockholders of the Company
      immediately prior to the IPO; (iii) “Insider Shares” shall mean all of the
      shares of Common Stock of the Company acquired by an Insider prior to the IPO;
      (iv) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s
      IPO; and (v) “Trust Fund” shall mean the trust fund into which a portion of the
      net proceeds of the Company’s IPO will be deposited.

     

    
      	 	 	
               Edward
                Sappin

            
	
               

            	 	
                 
                

            
	
               

            	 	
              Signature

            
	
               

            	 	
               

            
	
              New
                Asia Partners Limited

            	 	
               

            
	
               

            	 	
               

            
	
              By:

            	
                
                

            	 	
               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    Edward
      J. Sappin
      has
      served as a member of our board of directors since our inception. Since May
      2007, Mr. Sappin has served as a director of NAP. Since November 2007, Mr.
      Sappin has served as a member of the board of directors of New Asia Partners
      China I Corporation. From December 2006 through April 2007, Mr. Sappin took
      time
      off to attend to family matters. From November 2005 to November 2006, Mr. Sappin
      served as senior strategic planner for Intel Corp. From September 2004 to
      September 2005, Mr. Sappin served as the National Security Education Program
      (NSEP) Boren graduate research fellow for the United States government
      conducting research on business strategy in China. From September 2002 through
      August 2004, Mr. Sappin was pursuing graduate studies. From March 2001 to August
      2002, Mr. Sappin served as a senior executive in the private equity department
      of Durlacher, a merchant bank located in the United Kingdom. From January 1999
      to March 2001, Mr. Sappin served as advisor to Bentley Associates, a New
      York-based investment bank. From January 1997 to December 1998, Mr. Sappin
      was
      an associate in the New York office of Credit Agricole, a French merchant bank.
      Mr. Sappin received his B.S. in economics from the Wharton School at the
      University of Pennsylvania and an M.A. in international relations from the
      Nitze
      School of Advanced International Studies of The Johns Hopkins
      University.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      B

    


    [D&O
      questionnaire]